Can one motion ammend two or more bylaws with one vote?

[twolifter]

We are in the process of changing our by-laws.

In order to add a new board member it changes 3 of our 6 Sections we have under the article that describe the duties and term limits of an officer/board member.

1. It changes the set number of officers in our constitution. (pres. VP S/T and SaA +3 board members.)

2. The constitution states all board members will sever a 3 year term. This new seat is a longer term.

3. Normally the Pres. is to create a nominating committee in Feb. for people to be elected in April and installed in May. this is a one time thing as an honorary life time board member.

- There is nothing in the Constitution that grants the Board or Membership the right to appoint a new Board member if they choose, would this also need a motion to be added ?

This individual was nominated by the BoD and is going to get an up or down vote to be added as the 9th Member of the board. But currently the position does not exist. Does the club need to amend the three (and perhaps more) sections, before the vote can take place ? There is nothing in the Constitution that grants the board the power to create a position. We are obligated to follow the latest edition of Roberts Rules of Order.

Is this an issue that would even be covered by the Rules of Order or is this an entirely separate issue ? Our constitution would have to be amended in at least three places.

And would it take three different motions one for each topic or can one motion for one vote be called ?

[Tim Wynn]

We are in the process of changing our by-laws.

In order to add a new board member it changes 3 of our 6 Sections we have under the article that describe the duties and term limits of an officer/board member.

1. It changes the set number of officers in our constitution. (pres. VP S/T and SaA +3 board members.)

2. The constitution states all board members will sever a 3 year term. This new seat is a longer term.

3. Normally the Pres. is to create a nominating committee in Feb. for people to be elected in April and installed in May.

The president should not appoint the nominating committee. See RONR(10th ed.), p. 419, l. 9-13.

this is a one time thing as an honorary life time board member.

- There is nothing in the Constitution that grants the Board or Membership the right to appoint a new Board member if they choose, would this also need a motion to be added ?

From what I gather, your organization wants to add a lifetime board member. This position would have to be created in the bylaws, first, and the details of this office should be clearly spelled out. Is this office honorary? Does it come with full rights of membership to the board? In general, such positions are not an office, but are complimentary titles. See RONR(10th ed.), p. 447.

This individual was nominated by the BoD and is going to get an up or down vote to be added as the 9th Member of the board.

This type of voting, "for or against" (up or down), should not be used in an election. See RONR(10th ed.), p. 399, l. 34 - p. 400, l. 4. It could be used for bestowing a title, though.

But currently the position does not exist. Does the club need to amend the three (and perhaps more) sections, before the vote can take place ?

It has to include the office or title, before the vote. It seems to me that you're probably looking for an honorary title.

Is this an issue that would even be covered by the Rules of Order or is this an entirely separate issue ?

It's nicely covered by RONR, and RONR says you need an provision in your bylaws.

Our constitution would have to be amended in at least three places.

Not necessarily, but even if it were to be amended thrice, it shouldn't take too much effort.

And would it take three different motions one for each topic or can one motion for one vote be called ?

All three can be moved together.

[twolifter]

The president should not appoint the nominating committee. See RONR(10th ed.), p. 419, l. 9-13.

[brilliance removed to save space, see above]

Tim, Thank you sooo very much

Thank you for that citation, I agree with you although normally the board does ask people to participate the members are later open to nominate someone. The reason this started was once the board started running the club, people became apathetic and complacent and just wanted to get to the fun part of the meeting. Now no member ever objects to a single thing, they let the board have their way and sit quietly during the business and watch the entertainment at the end of the meeting. Bad policy I admit it.

Is this true even tho we do have a by-law?

Section 5 - At a meeting held on the regular date in February, the President

shall appoint a three-person nominating committee. This committee will

present a slate of candidates at the March meeting. Election of these

candidates will be at the April meeting and they will be installed during the

Banquet in May.

We don't vote until next month, but we were required to present things at this meeting to be brought up to vote the following month. (I actually got that idea thru a few years ago before I left)

As for full membership to the board FOR LIFE you assume correctly three years ago he got the honorary title as "dean". Now they want the "dean" to be part of the board for life with all voting rights of any other board member. (and is why I came rushing here for help - thank you If you live in dallas I will wash your car ! ) This guy calls off votes half way thru if his desire does not get enough votes to make it. But I am probably out of order, here importing club business. <I deleted a bunch>

Oh, and it would take a 2/3 vote to change things right ?

[hmtcastle]

once the board started running the club, people became apathetic and complacent

That's not at all surprising.

Needless to say, you have to follow your current bylaws (as bad as they are) until they can be amended. The section you cited,

Section 5 - At a meeting held on the regular date in February, the President shall appoint a three-person nominating committee. This committee will present a slate of candidates at the March meeting. Election of these candidates will be at the April meeting and they will be installed during the Banquet in May.

could be read to mean the election of the nominating committee's selections is a done deal.

[twolifter]

Article XIV: Designation and Duties of a “Dean”

The board of directors may recommend that the club honor a member of the club with the title of “Dean.” The nomination is voted on by the club and requires a majority to pass. This will be a lifetime title, held by an individual who has demonstrated exceptional service and dedication to the organization. The Dean will hold a voting seat on the board, and will function as an ambassador of the club.

I have just received the language of what is trying to be done.

[hmtcastle]

I have just received the language of what is trying to be done.

Why not just say that the Dean will be a member of the board instead of "hold a voting seat". Or next year someone will be back on this forum asking if someone who holds a voting seat can make motions, etc.

And what does it mean to be an "ambassador of the club"? Anything? Nothing?

And do you really want a lifetime position on the board to be decided by a mere majority of the members? Or maybe only a majority vote? (Since it's not clear what, in this case, "a majority to pass" means.)

Food for thought.

[Rob Elsman]

We are in the process of changing our by-laws.

In order to add a new board member it changes 3 of our 6 Sections we have under the article that describe the duties and term limits of an officer/board member.

1. It changes the set number of officers in our constitution. (pres. VP S/T and SaA +3 board members.)

2. The constitution states all board members will sever a 3 year term. This new seat is a longer term.

3. Normally the Pres. is to create a nominating committee in Feb. for people to be elected in April and installed in May. this is a one time thing as an honorary life time board member.

- There is nothing in the Constitution that grants the Board or Membership the right to appoint a new Board member if they choose, would this also need a motion to be added ?

This individual was nominated by the BoD and is going to get an up or down vote to be added as the 9th Member of the board. But currently the position does not exist. Does the club need to amend the three (and perhaps more) sections, before the vote can take place ? There is nothing in the Constitution that grants the board the power to create a position. We are obligated to follow the latest edition of Roberts Rules of Order.

Is this an issue that would even be covered by the Rules of Order or is this an entirely separate issue ? Our constitution would have to be amended in at least three places.

And would it take three different motions one for each topic or can one motion for one vote be called ?

A series of motions or resolutions can be offered under one main motion; but, if they involve separate, independent topics, then a single member can demand a separate vote on any or all of them. See RONR (10th ed.), pp. 105, 106, 265.

[twolifter]

A series of motions or resolutions can be offered under one main motion; but, if they involve separate, independent topics, then a single member can demand a separate vote on any or all of them. See RONR (10th ed.), pp. 105, 106, 265.

Thank you that will be very helpful, they are trying to pass an amendment that will require members to join a second organization to remain a member in this one. And that will come into play there as well.

I do thank everyone for their help, I now have a brand new edition (10th) and the "in breif" companion guide. Neither are quite as hard to get thru as I thought they were several years ago. (I will no longer surrender the floor when an out of order seconded motion tries to end debate. )

[twolifter]

After doing my reading I am wondering if this was a valid motion, There was no role but I am certain we did not have a quorum.

Section 1 - The constitution and bylaws may be amended at any regular

meeting by a majority of members present. The proposed changes to the

amendments shall have been presented to the membership at the previous

month's meeting. Proper notice shall also be given in the Club' s monthly

publication.

Woud a regular meeting have a quorum?

Would a Quorum be required to announce these "changes" ?

I doubt if more than a couple would even be familiar with a quorum being required because one is not mentioned in our by-laws with the exception of changing the bylaws. I am sure that a motion for a quorum was not made nor a call of the house(pg. 336)

Is it too late ? And would it be proper to call a quorum to ratify the last meeting ?

The monthly publication is sent by e-mail to every member. But am I correct in assuming that a "meeting" did not officially take place because there was no quorum ?

If there is no meeting when do you object to the meeting that took place during the time there was no meeting ?

( There was also another vote to spend money. but it was not a bylaws issue so it also needed a quorum. )

If a quorum to ratify is not at the next meeting would we still be required to vote?

Could we even start the meeting ?

This is my first attempt at trying to hypothetically use RNOR. I have a feeling this is where I feel I did brilliantly but in fact failed drastically.

Even if this idea is valid, the club is not going to accept it, but I would still get to make my point that the bylaws shouldn't be treated all willie-nilly.

PS I know I don't have enough citations. I have only had the book for a few days. I am pretty sure pg 20 should be in there as well some others.

[hmtcastle]

But am I correct in assuming that a "meeting" did not officially take place because there was no quorum ?

No. A meeting can, and should, take place even if a quorum fails to materialize. After all, you won't (officially) know that there's no quorum until the meeting is called to order.

The meeting was held, as required, and minutes (albeit brief) should be prepared. It's just that, without a quorum, there's precious little that can be done (including giving any required notice of proposed amendments).

[twolifter]

No. A meeting can, and should, take place even if a quorum fails to materialize. After all, you won't (officially) know that there's no quorum until the meeting is called to order.

The meeting was held, as required, and minutes (albeit brief) should be prepared. It's just that, without a quorum, there's precious little that can be done (including giving any required notice of proposed amendments).

So do they count as being read ?

[hmtcastle]

So do they count as being read ?

No.

(I realize my last sentence may have been ambiguous).

[twolifter]

No.

(I realize my last sentence may have been ambiguous).

thanks

[Dan Honemann]

I doubt if more than a couple would even be familiar with a quorum being required because one is not mentioned in our by-laws with the exception of changing the bylaws. I am sure that a motion for a quorum was not made nor a call of the house(pg. 336)

You quote Section 1 of your bylaws, which relates to their amendment, but as best I can determine there is no mention of quorum there either (not that I understand why any of this matters).

[Josh Martin]

Woud a regular meeting have a quorum?

Maybe. I assume you mean to ask "would a regular meeting have to have a quorum in order to transact business?" The answer is yes.

Would a Quorum be required to announce these "changes" ?

A quorum is required to give previous notice at a meeting, and this seems like a previous notice requirement to me.

I am sure that a motion for a quorum was not made nor a call of the house(pg. 336)

There is no need for a "motion for a quorum" or "quorum call" as is the misconception in many assemblies. A quorum must be present for business to be validly transacted. It is not proper for the chair or assembly to simply look the other way. A Call of the House is a motion to arrest absent members and bring them to the meeting, and it is only in order in assemblies which have the legal power to compel attendance, such as legislative assemblies. From the facts provided, it does not seem your assembly could order a Call of the House. Also, this motion is covered in RONR, 10th ed., pgs. 339-340, not pg. 336.

Is it too late ?

Not necessarily. If there is clear and convincing proof that a quorum was not present, all business transacted may be declared null and void. You may raise a Point of Order to this effect at the next meeting.

And would it be proper to call a quorum to ratify the last meeting ?

At the next quorate meeting, the actions of the assembly may be ratified.

But am I correct in assuming that a "meeting" did not officially take place because there was no quorum ?

No.

If there is no meeting when do you object to the meeting that took place during the time there was no meeting ?

There was a meeting, and a Point of Order should have been raised during the meeting. You can still raise one at the next meeting but it may be more difficult to prove your case.

If a quorum to ratify is not at the next meeting would we still be required to vote?

You would not be required to vote on anything and you wouldn't be allowed to vote on very much. The only actions that can be taken in the absence of a quorum are to recess, adjourn, fix the time to which to adjourn, and take measures to obtain a quorum. Ratifying the actions of an inquorate meeting certainly cannot be done at another inquorate meeting.

Could we even start the meeting ?

Yes, the meeting should be called to order, at which time the assembly may take any of the procedural actions I mentioned.

PS I know I don't have enough citations. I have only had the book for a few days. I am pretty sure pg 20 should be in there as well some others.

The answers to your questions are covered in RONR, 10th ed., pgs. 336-338, under the headings "Proceedings in the Absence of a Quorum" and "Manner of Enforcing the Quorum Requirement." You may also wish to read the first paragraph of RONR, 10th ed., pg. 339 under "Call of the House," if only to clarify that this motion is likely not in order in your assembly.

[twolifter]

Thanks to everyone who helped I am still working on the issue, but the issue is now becoming a legal one as well. It seems the laws in our state require that terms for officers are three years or less. We are tax exempt so I imagine that everyone will want to keep it that way.

So I now imagine that the club will be responsive working a solution to the problem that bares more likeness to pg447.

[twolifter]

Thanks again for all the help. Last Tuesday night the motion was amended to become a strictly honorary position and everyone who cared is happy.